Privacy Policy and Legal

LEGAL:

Terms of Service

Privacy Policy

Aviso de privacidad

DMCA Policy

Terms of Service

Introduction

Date of Last Revision – Jan 22, 2015

The Agreement contains the legal terms and conditions that govern our provision of Services and your use of and access to the Services. You are entering into the Agreement with the appropriate Mblox entity set forth in Section 15 below (“we”, “our”, “us” or “Mblox”). By signing the Cover Sheet or electronically accepting the Terms of Service or using the Services, you agree to and are legally bound by the Agreement. If you do not accept all of the terms contained in the Agreement, you may not use the Services. If you are agreeing to the Agreement on behalf of an entity, (i) you represent that you have the authority to agree to the Agreement on behalf of such entity and (ii) “you” “your” and the “Customer” refer to the entity you are representing.

If you have a Prior Agreement, it shall be deemed terminated (to the extent it covers the Services provided pursuant to these Terms of Service and/or a Service Order) upon commencement of the Subscription Term of the Service Order (without prejudice to any of Mblox’s accrued rights under such Prior Agreement). Your use of, and participation in, the Services are subject to additional terms that include without limitation the Supplemental Terms. Supplemental Terms may be presented or made available to you when you submit a Service Order through means determined by us.

Capitalized terms in the Agreement shall have the meanings given to them in Section 18 of these Terms of Service.

1. License

(a) License. Subject to the Agreement, you will have a limited, non-exclusive, non-transferable, non-sublicenseable right solely during the applicable Subscription Term to use the applicable Services in accordance with the Agreement, and to permit your authorized employees, contractors, and agents to use the same.

(b) License Restrictions. You will not (and will not allow your employees, contractors, agents, or any third party) to: (i) reverse engineer, decompile, or disassemble the Services; (ii) market, sell, sublicense, rent, lease, or otherwise distribute the Services, in whole or in part; (iii) modify, upgrade, improve, enhance or create derivative works of any portion of the Services for any purpose (including without limitation error correction or any other type of maintenance); or (iv) remove, obscure, or alter any identification, proprietary, copyright or other notices in the Services. Notwithstanding the foregoing, you may resell the Services to your customers, provided that (a) your customers may not further resell Services, (b) you are solely responsible for the breach of the Agreement by your customers, (c) each of your customers agrees to, and is legally bound by with you, an agreement consistent with the Agreement, (d) none of your customers shall be third party beneficiary to the Agreement, which shall be solely enforceable against you, (e) as between us and you, Data shall be deemed to belong to you and no other party, and (f) you use no Mblox trademarks or branding and make no representations with respect to the Services that are inconsistent with any Mblox representations.

2. Conduct

You agree that you will not, and will not encourage or permit any party to, access or use the Services or Data: (a) other than as expressly prescribed by the Agreement; (b) in violation of: (i) the Agreement, applicable law, statute, treaty, ordinance, or judicial or regulator decision, order, rule, code, policy, standard of conduct, guideline or regulation; or (ii) applicable third party licenses; (c) to send spam or unsolicited messages or other communications; (d) in any manner that is infringing, obscene, threatening, libelous, unlawful, or in violation of any third party rights; (e) to breach, interfere or attempt to interfere with any requirements, procedures, policies, or regulations of any mobile industry association, Regulator or any Service Provider; (f) to facilitate the transmission or use of any: (i) malicious code (including malware, viruses, worms, and Trojan horses); (ii) traps, time bombs, or other code with a latent ability to disable or cripple software or services; or (iii) code that would allow any third party to interfere with or access any of Data; (g) to circumvent, disable, violate, or otherwise interfere with the security or integrity of the Services, its operation, any networks or servers used in connection with the Services, or any activity being conducted in or in relation to the same (or attempt at any of the foregoing); (h) to gather, store, upload or otherwise transmit any Data for which you do not have a right to do so; or (i) to impersonate any person or entity. Additionally, you agree to promptly comply with all requests for documentation and information we may make relating to your use of the Services.

3. Your Responsibilities

(a) Your Account. You are solely responsible for your Account, all activities conducted in connection with your Account, and the accuracy of all information provided by or to you relating thereto, including without limitation, contact, technical and payment information, and the Credentials, and for protecting and safeguarding the foregoing. You will promptly (i) update any Account information if it changes, and (ii) notify us of any unauthorized use of your Account or Credentials, and any related security breach. You will only connect to the Services through your Account and using only the Credentials.

(b) Content and Monitoring. You are solely responsible for all Content, and the storage and transmission of the same must comply with the Agreement. We may (but have no obligation to) monitor your use of the Services at any time, with or without notice.

(c) Data Protection and Privacy. You acknowledge and agree to our Privacy Policy. You grant us a royalty-free, worldwide, irrevocable and perpetual license to retain, store, use, and disclose the Data solely: (i) in connection with our provision of the Services, (ii) for our internal purposes, (iii) to protect the operation of the Services, (iv) to create aggregated, anonymized data, including for usage statistics, and (v) to satisfy applicable legal, accounting or regulatory requirements. You warrant, represent and undertake to us that you have all necessary rights, licenses and approvals to provide us with Data for these purposes. You and we acknowledge that in relation to the extent any Personal Data comprised in the Data, you are the Data Controller and we are the Data Processor. We will process such Personal Data in accordance with the terms of the Agreement.

(d) Affiliates and Third Parties. You may permit your affiliated companies to use the Services, provided that you remain jointly and severally responsible for the acts and omissions of such affiliated companies. We will provide support, when and if provided, only to you, not to your customers, end users, subsidiaries or affiliates. There are no third party beneficiaries to the Agreement, meaning that your customers, end users, subsidiaries, affiliates and other third parties do not have any rights against either of us under the Agreement.

(e) Records. You will maintain accurate and complete records of your performance under the Agreement during the term and as required under the Compliance Rules and applicable law or regulation. Upon reasonable written notice, you shall provide to Mblox copies of any such records. Mblox or its representatives shall be entitled but shall not be obligated to submit any such records to any Service Provider, Regulator or other competent authority.

4. Payments and Pricing

a) Payment and Invoicing. You will pay us the Fees and Taxes and all other invoiced amounts within thirty (30) days of invoice date (or such alternative period determined by us). We may also require that you pay for some or all Services in advance, which may be on a prepay account. You will not have a right of deduction or setoff in respect of Fees and/or Taxes and/or any other amounts. All sums will be paid by the method determined by us in our sole discretion. Fees shall be calculated by reference to data recorded or logged by us and not by reference to any data recorded or logged by you. Any invoices issued by us shall, save in the case of manifest error, be final, conclusive and binding on you. Any omission or delay by us in invoicing any sums shall not prohibit us from raising an invoice at a later date in respect of the same nor shall it relieve you of your liability to pay. Time is of the essence in relation to your payment obligations.

(b) Balances. Where we determine (at our sole discretion) that you are a prepay customer, you will not earn interest on any balance held by us. We may deduct or offset from your balance, any sums you owe to us, which may include but is not limited to the Fees and Taxes. Balances must be used within 365 days of account credit.

(c) Currency. If the pricing for the Services in a Service Order is expressed in a currency other than US Dollars, then we reserve the right, with respect to that Service Order, to convert those sums expressed in non-US Dollars, at the time when a payment obligation arises, into US Dollars at our then-current conversion rate. Currency exchange fluctuations may result in changes to the final amount charged. We are not responsible for any unfavorable currency exchange rates or charges.

(d) General. Pricing and coverage for all Services are subject to change by us upon notice. Fees and Taxes are non-refundable. Fees exclude, and you will pay all Taxes, but neither party will pay income taxes of the other party. For any invoice you fail to pay by its due date, we may charge you a late penalty on the amount overdue each day it is overdue until it is paid, equal to the lesser of (a) the maximum legally permissible interest rate, and (b) an interest rate of five percent (5%). You may dispute an invoice in good faith, but must do so within thirty (30) days of the invoice date, otherwise you will be deemed to have irrevocably waived all rights and claims concerning such invoice. Mblox may setoff amounts owed by you under the Agreement or any other agreement you have with Mblox or any of its affiliates.

(e) Credit Limit. Your Credit Limit shall be as notified by us to you from time to time. If we determine that the Accrued Liability exceeds the Credit Limit, you shall pay, within 24 hours of notice from us, such amount as we determine is necessary to (i) reduce the Accrued Liability to the same or less than the Credit Limit and, (ii) ensure the Credit Limit shall not be exceeded prior to the next invoice due date.

5. Term and Termination, Suspension, Survival

(a) Term and Termination. The Agreement takes effect as of the earlier of (i) your use of the Services, (ii) both parties executing the Cover Sheet, or (iii) your electronic acceptance of the Terms of Service, and will continue until terminated in accordance with the terms of the Agreement. Each Service Order will come into effect on commencement of the Subscription Term and shall continue until terminated earlier in accordance with the Agreement (including but not limited to the terms of the applicable Service Order) or unless such Service Order is superseded by another Service Order. If a Service is not subject to an applicable minimum period in the relevant Service Order, then such Service Order is terminable by either party upon notice. Either party may terminate the Agreement for convenience, upon notice, provided that none of the Services under any Service Orders are within any minimum period. We may terminate the Agreement (in whole or in part) for cause, immediately upon notice to you, should (i) you file for bankruptcy or otherwise become insolvent, (ii) a liquidator, administrator or receiver be appointed in respect of the whole or part of your assets or undertaking, (iii) you enter into (or propose to enter into) an arrangement with your creditors, (iv) anything analogous to Section 5(a) (ii) or (iii) occur in any jurisdiction, (v) a suspension of the Services under Section 5(b) to continue for more than five (5) consecutive days, (vi) you do not substantially use the Services for a consecutive period of six (6) months or longer, or (vii) breach the Agreement and fail to cure such breach within five (5) days of our notice of the same.

(b) Suspension. We may suspend all or any part of the Services: (i) in our sole discretion, not doing so would have a detrimental effect on the Services or our provision thereof, (ii) the Accrued Liability exceeds the Credit limit, (iii) to comply with an order, instruction, or request of a Service Provider, Regulator, court or other competent authority, or (iv) we otherwise find it necessary to do so in order to maintain or to protect our interests (including without limitation, for any breach or potential breach of the Agreement). In addition to our right to terminate or suspend the Services, you acknowledge that we reserve the right to temporarily disable access to the Services (or any portion thereof) for maintenance purposes. Suspension under this section does not waive the obligation of any payment obligations under this Agreement.

(c) Survival. The following provisions will survive the termination of the Agreement and the termination or expiration of each Service Order: Sections 3(d), 4, 5, 6, 8, 9, 10, 11, 12, 13, 15, 16, 17 and 18. The termination of the Agreement and the termination or expiration of any Service Order shall be without prejudice to our accrued rights and your accrued liabilities.

6. Ownership

You retain all rights and ownership in Data. We do not claim any ownership rights in Data. Except for rights expressly granted herein, no implied licenses are granted by us, and we hereby reserve all rights not so granted. You acknowledge that we retain all sole and exclusive ownership of all right, title and interest in and to the Services and our Confidential Information (defined below), including all intellectual property rights thereto, and at no time will you dispute or contest our exclusive ownership rights in any of the foregoing. If you provide any Feedback, we will own such Feedback and may use and modify the Feedback without any restriction or payment to you.

7. Changes

We reserve the right, in our sole discretion and with or without notice, to modify or update the pricing, features and functionality of the Services from time to time. Additionally, we may amend the Agreement (or any part thereof), and such amendment will take effect immediately on the date we designate (or if later, upon expiry of the minimum period of notice we are required to provide under applicable law or regulation). If an amendment to the Agreement by Mblox is to your material detriment or increases your Charges, you may terminate: (i) the affected Service Order; or (ii) the affected Service (where there is no Service Order for the affected Service), upon written notice within the thirty (30) day period following the effectiveness of such amendment (or if sooner, by the date which you are entitled to terminate under applicable law or regulation).

8. Third-Party Materials

You acknowledge that we are not responsible or liable for: (i) links to any websites or resources made available to you by third parties through the Services, (ii) the availability of any such external sites or resources, and (iii) any content, advertising, products, or other materials on or available from such sites or resources, as we do not control or endorse any of the foregoing.

9. Warranties

(a) Warranties. Each party represents it has the necessary authority to enter into and perform the Agreement, and that such performance does not violate or breach any other agreement to which it is a party. Additionally, you represent and warrant that you will fully comply with the Agreement, and that the Content and your use of the Services do not and will not cause any breach of the Agreement.

(b) DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES AND DATA, AND WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, TIMELY, OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM AND THE AGREEMENT EXCLUDES ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN NETWORK CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, DATA, CONFIDENTIAL INFORMATION AND PROPERTY. YOU FURTHER ACKNOWLEGE THAT MBLOX DOES NOT CONTROL NETWORKS OR THIRD PARTIES OUTSIDE OF THE SERVICES – INCLUDING WITHOUT LIMITATION SERVICE PROVIDERS AND THEIR NETWORKS – AND MBLOX IS NOT RESPONSIBLE FOR THE IMPACT ON THE SERVICES BY THE ACTION OR INACTION OF SUCH NETWORKS OR THIRD PARTIES. OUR SOLE AND EXCLUSIVE COMMITMENT IN RELATION TO THE SERVICES (AND YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO ANY SERVICE FAILURES) IS DETAILED IN THE SLA FOR THE APPLICABLE SERVICES. SERVICES SHALL ONLY BENEFIT FROM AN SLA, WHERE AN SLA IS EXPRESSLY REFERRED TO IN THE SERVICE ORDER OR PRODUCT SPECIFICATION.

(c) Industry-regulated and Regulatory Requirements. Certain Services are designed to help you comply with various industry-related and regulatory requirements that may be applicable to you. However, you are responsible for understanding all industry-regulated and regulatory requirements applicable your use of the Services in a manner that complies with the applicable requirements.

10. Indemnification

(a) Indemnification by Us. We will indemnify, hold harmless and defend you from and against any and all Losses arising out of or relating to any Claim from an unaffiliated third party arising from or relating to any proven infringement of the intellectual property rights of such unaffiliated third party by your use of the Services in accordance with the Agreement. If we receive information about an alleged or potential infringement or misappropriation claim related to a particular Service, we may in our sole discretion (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for your continued use of that Service in accordance with the Agreement, or (iii) terminate your subscription to that Service upon written notice and refund you any prepaid Fees or Taxes covering the remainder of the Subscription Term of the terminated subscriptions. The above defense and indemnification obligations do not apply to Claims relating to Data or breach of the Agreement.

(b) Indemnification by You. You will indemnify, keep indemnified, hold harmless and defend us from and against any and all Losses arising out of or relating to any and all Claims arising from or relating to (a) Data, (b) your use of the Services, and (c) any breach of the Agreement by you.

(c) Procedure. The indemnifying party’s obligations under this Section 10 are conditioned upon the indemnified party providing prompt written notice of a Claim. The indemnifying party will control the defense of the Claim, including any settlement, but will not settle any Claim without the indemnified party’s prior written consent, not to be unreasonably delayed, unless such settlement releases the indemnified party from all liability relating to the Claim. The indemnified party will provide reasonable cooperation in connection with the defense of a Claim, and may participate in the defense at its own expense. This Section 10 sets forth each party’s sole and exclusive remedy with respect to any and all Claims.

11. LIMITATION OF LIABILITY

EXCEPT AS SET FORTH IN THIS SECTION 11 AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY WILL BE LIABLE TO THE OTHER IN CONNECTION WITH THE AGREEMENT (WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STATUTORY DUTY OR OTHERWISE), REGARDLESS OF THE NATURE OF THE CLAIM, FOR (I) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OF ANY KIND, (II) LOSS OF PROFITS, DATA (INCLUDING BUT NOT LIMITED TO CORRUPTION OF DATA), BUSINESS OPPORTUNITIES, CONTRACTS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, OR FINANCIAL LOSS OF ANY KIND (WHETHER ANY OF THE TYPES OF LOSS IN THIS SECTION 11 ARE DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES) AND (III) ANY AMOUNT EXCEEDING THE LESSER OF: (A) $50,000; AND (B) THE TOTAL FEES PAID OR PAYABLE TO US BY YOU UNDER THE AGREEMENT. THE ABOVE LIMITATIONS AND EXCLUSIONS WILL NOT APPLY TO: (i) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR (ii) YOUR PAYMENT OBLIGATIONS. FURTHER, THE PARTIES AGREE THAT NOTHING IN THIS AGREEMENT IS INTENDED TO OR HAS THE EFFECT OF LIMITING OR EXCLUDING LIABILITY IN ANY WAY OR TO AN EXTENT THAT IS PROHIBITED BY APPLICABLE LAW.

12. Confidentiality

Each party will, during the Term and thereafter, maintain in confidence the Confidential Information of the other party and will not use such Confidential Information except as expressly permitted herein. Each party will use the same degree of care in protecting such Confidential Information as such party uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than reasonable care. Each party will use such Confidential Information solely for the purpose of carrying out its respective rights and obligations under the Agreement. In addition, each party: (a) will not reproduce such Confidential Information, in any form, except as required to accomplish its rights and obligations under the Agreement; and (b) will only disclose such Confidential Information to its affiliates, employees and consultants who have a need to know such Confidential Information in order to perform their rights and obligations relating to the Agreement and have been informed of the obligation to preserve the confidentiality of such information prior to receiving such information.. Notwithstanding the foregoing, Confidential Information will not include information that: (a) is in or enters the public domain without breach of the Agreement through no fault of the receiving party; (b) the receiving party can reasonably demonstrate was in its possession prior to first receiving it from the disclosing party; (c) the receiving party can demonstrate was developed by the receiving party independently and without use of or reference to the Confidential Information; or (d) the receiving party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Either party may disclose Confidential Information of the other party to the extent required by law, Regulators or Service Provider request.

13. Publicity

You hereby grant us a limited, non-exclusive, non-transferable, royalty-free, non-revocable, perpetual, non-sublicenseable license to display your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that you use or have used the Services, including on our website, in press releases and in other media.

14. Beta Releases

We may, from time to time, make available in our sole discretion pre-release versions of the Services or components thereof (each a “Beta Release”). Beta Releases may be changed, terminated or suspended without notice and are offered solely on an as-is basis.

15. Parties, Governing Law and Venue

If you are domiciled in North America or South America at the time of entering into the Agreement, you are entering into the Agreement with Mblox Inc. If you are domiciled elsewhere at the time of entering into the Agreement, you are entering into the Agreement with Mblox Ltd. The respective entity that is a party to the Agreement is referred to herein as “Mblox.” If you are party to the Agreement with Mblox Inc., California law governs the Agreement, excluding its conflict of laws principles, and the parties agree to the exclusive jurisdiction of the State and Federal courts in Santa Clara County and the Northern District of California, respectively. If you are party to the Agreement with Mblox Ltd., the law of England and Wales governs the Agreement (and any non-contractual matters arising out of it), and the parties agree to the exclusive jurisdiction of the courts in London, England (including without limit, in relation to non-contractual matters).

16. Notice

Mblox may provide all written notices hereunder to any email address under your Account, effective upon transmission. If an e-mail under your Account is not valid, or we for any reason are not capable of delivering to you any notices required/permitted by the Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. For an Agreement with Mblox Inc., You may give notice to us at the following address: General Counsel, Mblox Inc., 1901 S. Bascom Ave., Suite 400, Campbell, CA 95008, USA. For an Agreement with Mblox Limited, you may give notice to us at the following address: Regional Counsel, 4th Floor, Cap House, 9-12 Long Lane, Barbican, London, EC1A 9HA. We may give notice to you at the postal address listed on the Cover Sheet. Such postal notice will be deemed given when received by us by letter delivered by nationally recognized overnight delivery service or recorded prepaid mail at the above address.

17. General

Neither party will be liable for failures or delays in the performance of its obligations hereunder due to causes beyond its reasonable control, including, without limitation, in respect of the provision of the Services, failures or delays caused by Service Providers, any Act Of God, terrorist attacks, inclement weather, accidental damage, vandalism, failure or shortage or power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labor disturbance, any act or omission of Government or other competent authorities. The parties are independent contractors, and there is no partnership, joint venture, employment, franchise or agency relationship created by the Agreement. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. You may not assign any of your rights in the Agreement, and any such attempt is void, but Mblox may assign its rights to any of its affiliates, or to any successor in interest of any business associated with the Services. You may not delegate or sub-contract any of your obligations under the Agreement. Mblox may delegate any of its obligations under the Agreement as it sees fit. A waiver of any provision of the Agreement must be made in writing to be effective, and our waiver of a breach of any provision or right contained in the Agreement will not constitute a continuing waiver or waive any subsequent breach or right. You agree to comply with all U.S. export control regulations, anti-corruption laws and embargoes (including without limitation the U.S. Export Administration Regulations (15 CFR, Chapter VII)) with respect to the Services. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention, and the remaining provisions will not be affected. The Supplemental Terms will prevail in the event of a conflict with the Terms of Service, but only to the extent such conflicting term relates to the Services governed by those Supplemental Terms. In all other cases, the Terms of Service will prevail in the event of a conflict with another part of the Agreement, unless such other part of the Agreement intends and expressly states that the specific term supersedes Further, the fact that a part of the Agreement does not contain a provision relating to particular matter which another part of the Agreement does have a provision for, shall not be deemed to give rise to a conflict. The Agreement is the parties’ entire agreement relating to its subject, and supersedes any and all prior oral and written proposals, agreements, understandings and contemporaneous discussions between the parties as to the subject matter. Neither party has entered into the Agreement (or any part thereof) in reliance upon and nor shall they have any remedy in respect of, any representation or statement (whether made by the other party or any other person) which is not expressly set out in the Agreement. The only remedies available for breach of any representation or statement which was made prior to entry into the Agreement (or any part thereof) and which is expressly set out in the Agreement shall be for breach of contract (although nothing in this Section shall be interpreted or construed as limiting or excluding the liability of either party for any type of fraud). The terms contained in any customer-issued purchase order or order form will have no force or effect, and will not be binding upon us. The parties may sign the Agreement (or any part thereof) electronically and in counterparts, each of which is deemed an original and, together, comprise a single document.

18. Definitions

“Account” your account with us for the Services.

“Account Information” information you supply in relation to your Account.

“Accrued Liability” when calculated at any given time, means the total Fees and Taxes invoiced under the Agreement which remain unpaid, plus the unbilled but accrued Fees and Taxes.

“Confidential Information” all information disclosed (whether in oral, written, or other tangible or intangible form) by a party to the other party concerning or related to the Agreement (whether before, during or after the Term), which the receiving party knows or should know, given the facts and circumstances surrounding the disclosure of the information, is confidential information of the disclosing party. Our Confidential Information includes, but is not limited to, the Agreement, our pricing, our intellectual property rights and the Services.

“Claim” claim, action, demand, allegation or proceeding brought or made by a third party.

“Compliance Rules” (also “Compliance Manual”) rules and restrictions (including any applicable acceptable use policies) pertaining to the use of the Services, as provided (or otherwise made available) to you by us, including without limitation, with respect to StarStar, the StarStar Customer Code of Conduct currently set forth at http://www.zoove.com/legal/ or as otherwise provided to you by us.

“Mblox Ltd” Mblox Limited, a company incorporated in England and Wales, with company registration number 3049312.

“Personal Data” has the meaning given to it in the Data Protection Act 1998 or any successor law of regulation.

“Prior Agreement” any other agreement you have entered into with us prior to the effectiveness of the Agreement, which governs your use of the Services or any part of them.

“Privacy Policy” our policy regarding privacy which can be found at http://mblox.com/legal/ (or any successor URL we stipulate) as may be updated by us from time to time.

“Product Specification” the document or documents setting forth our description of the Services, as provided (or otherwise made available) to you by us.

“Regulator” any regulator or other authority, voluntary or otherwise, to which a party is subject.

“Service Level and Support Schedule” (also “SLA”) the document or documents setting forth our standard support terms and service levels for the Services, as provided to you by us.

“Service Order” (also “Product Addendum”) the means through which you purchase and subscribe to Services, which means are determined by us, governed by the Agreement and which shall come into force when accepted by us.

“Service Provider” any entity, including without limitation, a network, a mobile messaging aggregator or payment processor, that directly or indirectly provides a service to us or an affiliate of ours that is used in relation to the provision of any of the Services.

“Services” your use of and access to the Mblox platform, software, Documentation and any services made available to you or as set forth on a Service Order.

“Subscription Term” the period during which a Service Order remains in force which may include a minimum period plus additional periods thereafter.

“Supplemental Terms” the Documentation, Compliance Rules, SLA and any other terms governing your use of the Services.

“Term” the term of the Agreement, which commences on the date referred to in Section 5(a).

“Terms of Service” these terms of service.

Privacy Policy

By using our websites, products, services, or otherwise by interacting with us, you consent to this privacy policy. Please do not engage in any of these activities if you do not agree with the terms of this privacy policy. This website (“Site”) is the exclusive property of Mblox, Inc. (“Mblox”, “We”, “Us” or “Our”). All information collected on the Site is Our exclusive property.
Your privacy is important to Us. The purpose of this Privacy Policy is to inform you about the information We may gather about you, how We may use that information, whether We disclose it to anyone, and the choices you have regarding Our use of the information we collect.

Information Collected by Mblox

In general, Mblox will collect information from you based upon our business relationship and your use of the Site and Our services and products as set forth below:

Content Registration

In order to access and view some content on the Site, you are required to register with Mblox before the content is made available to you. During the registration process, you are required to provide Us with certain contact information, including your name, address, phone number and email address. We use this information to contact you about the services We offer in which you have expressed interest.

Client Support Portal

When you contact Mblox customer support ("Customer Support") using any Mblox client support portal (the "Client Support Portal"), We may ask you for personally identifiable information regarding your inquiry, such as your name, email address or telephone number. We will take reasonable steps to protect the information you share with Us from unauthorized access or disclosure.

Cookies

When you contact Customer Support through the Client Support Portal the Mblox web server sends a cookie to your computer. Cookies are files that web browsers place on a computer’s hard drive and are used to tell Us whether customers and visitors have visited the Site previously.
The Client Support Portal uses session cookies containing encrypted information to allow the system to uniquely identify you while you are logged in. This information allows Us to process your online data and requests. Session cookies help Us make sure you are who you say you are after you have logged in. We use persistent cookies, which only We can read and use, to identify the fact that you are an Mblox customer or prior site visitor. Users who disable their browser’s ability to accept cookies will be able to browse the Site but will not be able to successfully use certain Customer Support features.
We also may from time to time engage third parties to track and analyze non-personally identifiable usage and volume statistical information from visitors to Our Site to help Us administer Our Site and improve its quality. Such third parties may use cookies to help track visitor behavior. Such cookies will not be used to associate individual Site visitors to any personally identifiable information. All data collected by such third parties on Our behalf is used only to provide Us with information on site usage and is not shared with any other third parties. It is possible to configure your browser to reject cookies by modifying the browser settings or preferences. If you wish to do so, We recommend you consult the information provided in the browser or contact the browser vendor for help or instructions.

Correspondence

If you send Us personal correspondence, such as emails or letters, We may collect such information into a file specific to you.

Mobile User Information

As part of our services, we sometimes receive personal information from wireless carriers and operators in order to provision the specific content and data services requested by individual users. All such personal information is acquired from either the wireless carrier's website or from the user's mobile device via the wireless carrier's network. This personal data is usually limited to the user's cell phone number. In some cases, such as for prize fulfillment for a mobile contest, the user's mailing address is also provided. The user must explicitly "opt in" through the wireless carrier in order for any of this information to be collected and its use is governed by this Privacy Policy and any policies or procedures of the user's wireless carrier. In some cases, we may receive authentication information directly from mobile users, including in the form of a personal information number (PIN) previously sent to a mobile user.

Business Contacts and Human Resources

We collect personal information about you when you submit a job application, resume, survey responses or other information you give us relevant to your business relationship with Us.
Mblox collects and uses your personal information to give you high quality customer service, to provide you with convenient access to Our products and services, and to make you aware of the latest offerings from Mblox. We only use your information for the purposes for which it is gathered for and we take reasonable precautions to maintain the reliability of such information.

Newsletters

If you wish to subscribe to our newsletters, we will use your name and email address to send the newsletter to you. Out of respect for your privacy, you have the option to unsubscribe from receiving some or all of the newsletters. Please see the "Choice and Opt-out" section below.

StarStar Services

The StarStar platform collects certain information each time a user calls a StarStar number to provide the service of routing StarStar callers to your mobile-phone capable destination. This may include a mobile telephone number, the number called, as well as information provided by the carrier to process the call, including cell site ID and mobile device ID. We do not collect names or addresses in our databases and do not otherwise try to link StarStar callers to personal information. StarStar also collects cell tower site ID location information from StarStar number calls. You may implement campaigns that require callers to provide more specific location information (e.g. by clicking on one’s location on a Google Map.) We require that callers be notified of this (1) through reasonable notice in the campaign text that location information will be collected and (2) a second opt-in to revealing the caller’s location as described in the MMA’s Mobile Advertising Guidelines. The reports we provide you are limited to aggregate anonymous data that can be used for the analysis of a given campaign. In some cases, StarStar may collect additional information using standard mobile analytics tools to analyze the caller’s interaction with you online.

Service-related Announcement

We will send you service-related announcements when it is necessary to do so. For instance, if our service is temporarily suspended for maintenance, we might send you an email. Generally, you may not opt-out of these communications, which are not promotional in nature. If you do not wish to receive them, you have the option to deactivate your account.

Customer Service

As discussed above, We will also communicate with you in response to your customer service inquiries, to provide the services you request, and to manage your account.

General

As a matter of policy, we do not sell or rent any of your personal information to third parties for any advertising or marketing purposes. However, the following describes some of the ways that we may disclose your personal information in the normal course of providing our services.

Legal Requests

We reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or legal process served on the Site.

Disclosure of Information to Mblox Foreign Affiliates

Because Mblox is a global company, We may share your information with other Mblox affiliates and business units in other parts of the world in order to provide you with Our services. Your personally identifiable information may be transferred by Us from your home country to Mblox employees in Mblox offices around the world, who may communicate with you regarding your inquiry. Please understand that We limit access to your personally identifiable information to only those Mblox employees who We believe need access in order to provide services to you or to otherwise do their jobs.

Compliance with Laws

Notwithstanding any provisions herein, We may disclose Personal Data to governmental authorities when required or reasonably requested to do so by such governmental authorities. This Privacy Policy does not apply to the extent that it is in conflict with any law that may be applicable to the Personal Data of a Data Subject.

Data Processing

As Data Processor, Mblox will only process Personal Data pursuant to the instructions of the applicable Client. Mblox may use the services of third party Data Processors to process Personal Data in accordance with purposes identified for such Personal Data by the applicable Client. Except as stated herein, Mblox will not transfer Personal Data to a third party without instructions from the applicable Client. Mblox will not be responsible for determining the authenticity of any purported Data Subject’s request to access his or her Personal Data. In the absence of express instructions to do so from the applicable Client, Mblox will not provide a purported Data Subject with access to his or her Personal Data unless it is demonstrated to Mblox’s satisfaction that the applicable Data Controller has refused such access.

Data Control

As Data Controller, Mblox receives Personal Data about our business contacts. Mblox owns and controls such Personal Data as stated in this Privacy Policy.

Sharing StarStar Data with Customers

We will only share aggregate anonymous data about a particular StarStar campaign with you. This includes data that does not identify a subscriber individually or when combined with other information does not enable a subscriber to be identified individually. We use both technological measures and contractual terms designed to prevent re-identification of anonymous data. If you purchase multiple StarStar numbers for a series of related campaigns, aggregate anonymous information may be shared across those groupings of StarStar numbers to provide accurate metrics.
In some cases, you may choose to utilize StarStar to deliver serialized messages to callers, and in some of these cases, we will partner with a third party to deliver these messages. In these cases, we will securely provide the mobile phone numbers of callers for a given campaign to a third party for the explicit execution of a campaign. We only do this in explicit observation of the MMA, CTIA, our own, and wireless carriers’ policies that callers must be made aware that they will receive serialized messages, and that callers mobile phone numbers may only be used to send message for a specific campaign.

Sharing StarStar Data with Carrier Partners

We share information collected from StarStar calls with carriers for the purposes of revenue determination and service troubleshooting.

HIPAA

Mblox provides messaging services to health care providers, and serves as a “Business Associate” (as that term is defined pursuant to HIPAA Regulations) to such providers in relation to the handling of protected health information (“PHI”) that is made a part of our services.

De-identification

Mblox may de-identify Personal Data into anonymized and aggregate data that it derives from Client customers (the “Anonymous Data”). Anonymous Data means data that includes no personally identifiable information or unique identifiers that could later be used to refer to the personally identifiable information to which the data was once associated. Mblox uses only Anonymous Data in performing analyses, and may disclose Anonymous Data to its Clients who have requested such analyses and to third parties where we are contractually entitled to do so.

Disclosure of Information

Safe Harbor, HIPAA - Mblox processes, on behalf of its clients (Mblox “Clients”), Personal Data that has been collected by or on behalf of those Clients including Personal Data received from the European Union. “Personal Data” or “Personal Information” mean information relating to an identified or identifiable person. Mblox complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of Personal Information from European Union member countries and Switzerland. Mblox has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement.
To learn more about the Safe Harbor program, and to view Mblox’s certification, please visit http://www.export.gov/safeharbor/. Under the Safe Harbor Frameworks, Mblox primarily acts as a Data Processor and each Client acts as a Data Controller. For the purposes of the Safe Harbor Frameworks and this Privacy Statement: a “Data Processor” is an entity that processes Personal Data on behalf of a Data Controller; a “Data Controller” is an entity that determines the purposes for which Personal Data are processed. To “process” Personal Data means to carry out an operation or set of operations on such Personal Data, such as collecting, recording, storing, disclosing, or organizing it. The “Data Subject” means the person to whom a certain set of Personal Data relate; for example, the person who responds to a survey.

This Site is Not for Use by Children

Protecting the privacy of children is important to Mblox. For that reason, the Site is structured specifically to not attract anyone under 13, nor do we collect or maintain personally identifiable information at the Site from those who Mblox actually knows are under 13. If Mblox learns or is notified that it has collected information from users under the age of 13, Mblox will immediately delete such personally identifiable information.

Opt-Out

We provide you the opportunity to 'opt-out' of having your personally identifiable information used for certain purposes, when we ask for this information. For example, if you register with Us but no longer wish to receive our newsletters and/or related communications, you may opt-out of receiving them by following the instructions included in each newsletter or communication or by emailing Us at privacy@Mblox.com.

Security

We take appropriate technical and organizational measures to guard against unauthorized or unlawful processing of your personal data and against accidental loss or destruction of, or damage to, your personal data. Mblox uses industry-standard security measures to protect the integrity and confidentiality of any Personal Data it owns or processes on behalf of Clients, including, in appropriate circumstances, the use of firewalls, restricted access, and encrypted transmissions. Mblox limits access to Personal Data to those persons in Mblox’s organization who have a business need to process such Personal Data. However, no company, including Mblox, can fully eliminate the security risks associated with such Personal Data. Due to factors beyond Mblox’s control, Mblox cannot ensure that Personal Data will not be disclosed to third parties. For example, Mblox may become legally obligated to disclose such data, or, despite precautions, third parties may circumvent security measures to intercept or access such data.

Disclaimer

We cannot ensure that all of your private communications and other personal information will never be disclosed in ways not otherwise described in this Privacy Policy. By way of example (without limiting the foregoing), We may be forced to disclose personal information to the government or third parties under certain circumstances, third parties may unlawfully intercept or access transmissions or private communications, or users may abuse or misuse your personal information that they collect from the Site. Mblox does not review, comment upon, or monitor its Clients’ compliance with their respective privacy policies, nor does Mblox review Client instructions to determine whether they are in compliance or conflict with the terms of a Client’s published privacy policy.

Third Parties

Please be advised this Privacy Policy does not apply to the practices of companies that Mblox does not own or control, or to people that Mblox does not employ or manage. This includes links to other websites on the Site as well as any companies from whom you may have ordered services or products that are transmitted over Mblox’s network, and any companies from whom you may be purchasing telecommunications services. Mblox recommends that you be aware when you leave the Site and read the terms of use and privacy policies of any site, product or service that collects personally identifiable information.

Changes to this Privacy Policy

We reserve the right to modify this Privacy Policy at any time, so please review it regularly. If We make changes to this Privacy Policy, We will post the revised Privacy Policy on the Site and other places We deem appropriate. All such changes shall be binding on you 30 days after they are initially posted on the Site unless you are a new user, in which case they are binding on you immediately.

Acquisitions

If another company acquires Mblox or its assets, that company will (a) process that Personal Data held by Mblox, and (b) assume the rights and obligations regarding such Personal Data described in this Privacy Policy.

If you would like to update or correct any information that you have provided to Mblox through your use of our services or this website, limit or opt-out of certain communications, revoke prior communication choices you have made, or if you have suggestions for improving this privacy policy, please send an e-mail to privacy@mblox.com, or fill out the form in the Contact Us linkon this website. We will use reasonable commercial efforts to address any concerns that you may have.
In compliance with the US-EU and US-Swiss Safe Harbor Principles, Mblox commits to resolve complaints about your privacy and our collection or use of your personal information. Any person - including European Union or Swiss citizens - with inquiries or complaints regarding this privacy policy should first contact Mblox's Privacy Office at:

Mblox has further committed to refer unresolved privacy complaints under the US-EU and US-Swiss Safe Harbor Principles to an independent dispute resolution mechanism, the BBB EU SAFE HARBOR, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed by Mblox, please visit the BBB EU SAFE HARBOR web site at www.bbb.org/us/safe-harbor-complaints for more information and to file a complaint.

DMCA Policy

Mblox Incorporated is committed to helping parties protect their intellectual property rights. Under the provisions of the Digital Millennium Copyright Act (DMCA), copyright holders have an opportunity to protect their rights in copyrighted content by notifying a service provider about conduct which they believe in good faith to be an infringement of such rights and making a demand that the allegedly infringing content be removed.

If you believe that your content has been copied in a way that constitutes copyright infringement, provide us with a written notice containing the following information:

Your name, address, telephone number, and email address (if any).
A description of the copyrighted work that you claim has been infringed.
A description of where on the Mblox platform or service the material that you claim is infringing may be found, sufficient for Mblox to locate the material.
A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Your electronic or physical signature.

If you believe that your material has been removed by mistake or misidentification, please provide Mblox with a written counter-notification containing the following information:

Your name, address, and telephone number.
A description of the material that was removed and the location on the Mblox platform or services where it previously appeared.
A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.
A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any judicial district in which Mblox may be found (which includes the United States District Court for the Northern District of California), and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person.
Your electronic or physical signature.

Please note that we may send any counter-notifications we receive to the person who submitted the original DMCA notice. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the removed materials. Until that time, your materials may remain removed.

Warning

In filing a DMCA notice or counter-notification, please make sure that you have complied with all of the above requirements. If we request additional information necessary to make your DMCA notice or counter-notification complete, please provide that information promptly. If you fail to comply with all of these requirements, your DMCA notice or counter-notification may not be processed further.

In addition, please make sure that all of the information you provide is accurate. UNDER SECTION 512(f) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(f), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.

We may disclose any communications concerning DMCA notices or other intellectual property complaints with third parties, including the users who may have posted the allegedly infringing material.

If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information.

Mblox’s Copyright Agent

You may send a DMCA notice, a DMCA counter-notification, or any inquiries concerning intellectual property to Mblox’s Copyright Agent: